Bluejay Diagnostics Files 8-K on Security Holder Rights

Ticker: BJDX · Form: 8-K · Filed: 2024-06-20T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, filing-update

TL;DR

Bluejay Diagnostics filed an 8-K on 6/17, potential changes to shareholder rights.

AI Summary

Bluejay Diagnostics, Inc. filed an 8-K on June 20, 2024, reporting material modifications to security holder rights and other events as of June 17, 2024. The filing indicates changes related to the company's charter or bylaws and potentially a submission of matters to a vote of security holders. Specific details regarding the nature of these modifications or votes are not elaborated in the provided text.

Why It Matters

This filing signals potential changes in the rights of Bluejay Diagnostics' shareholders or a significant corporate event requiring shareholder approval, which could impact their investment.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights or votes can indicate significant corporate actions that may affect stock value.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of Bluejay Diagnostics' security holders?

The provided text does not specify the exact nature of the material modifications to the rights of security holders, only that such modifications were reported.

What is the significance of the 'Amendments to Articles of Incorporation or Bylaws' item?

This indicates that Bluejay Diagnostics may have amended its governing documents, which could alter the structure or governance of the company.

Was there a submission of matters to a vote of security holders on or around June 17, 2024?

The filing lists 'Submission of Matters to a Vote of Security Holders' as an item, suggesting this may have occurred, but the details of any vote are not provided in this excerpt.

What is the company's primary business based on its SIC code?

Bluejay Diagnostics, Inc. is classified under SIC code 3841, which corresponds to 'SURGICAL & MEDICAL INSTRUMENTS & APPARATUS'.

Where is Bluejay Diagnostics, Inc. headquartered?

The company's business address is listed as 360 Massachusetts Avenue, Suite 203, Acton, MA 01720.

Filing Stats: 1,169 words · 5 min read · ~4 pages · Grade level 10.5 · Accepted 2024-06-20 16:10:10

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the Annual Meeting of Stockholders of Bluejay Diagnostics, Inc. (the "Company") held on May 14, 2024 (the "Annual Meeting"), the stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to implement a reverse stock split of the Company's common stock, par value $0.0001 per share, with the ratio to be determined by the Board of Directors (the "Board") of the Company, at ratios of 1-for-2, 1-for-3, 1-for-4, 1-for-5, 1-for-6, 1-for-8 or 1-for-10, respectively. Thereafter, on June 17, 2024, the Company filed a certificate of amendment to its Charter (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, to implement the 1-for-8 reverse split of its common stock (the "Reverse Stock Split"). The Reverse Stock Split became effective as of 12:01 a.m. (Eastern time) on June 20, 2024, and the Company's common stock began trading on The Nasdaq Capital Market on a post-split basis at the opening of trading on June 20, 2024. As a result of the Reverse Stock Split, every eight (8) shares of the Company's issued and outstanding common stock, par value $0.0001, was converted into one (1) share of common stock, par value $0.0001, reducing the number of issued and outstanding shares of the Company's common stock from 4,511,756 shares to approximately 563,969 shares. The Company's transfer agent, Continental Stock Transfer & Trust Company ("Continental"), is providing instructions to stockholders of record regarding the process of exchanging shares. The Reverse Stock Split did not alter the par value of the Company's common stock or modify any voting rights or other terms of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stoc

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bluejay Diagnostics, Inc., filed with the Delaware Secretary of State on June 17, 2024 99.1 Press Release dated June 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bluejay Diagnostics Inc. By: /s/ Neil Dey Neil Dey President and Chief Executive Officer Dated: June 20, 2024 3

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